U.S. Securities and Exchange Commission
Washington, D.C. 20549
Form 10-Q
[X] Quarterly Report Under Section 13 or 15(d)
of the Securities Exchange Act of 1934
for the Quarterly Period ended October 31, 1996
[ ] Transition Report Under Section 13 or 15(d) of
the Securities Exchange Act
for the Transition Period From ----- to -----
Commission File Number 333-4837
MCA FINANCIAL CORP.
(Exact name of Registrant as specified in its charter)
Michigan 38-3014001
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
23999 Northwestern Hwy.
Southfield, MI 48075
(Address of principal executive offices)
(810) 358-5555
(Issuer's Telephone Number, including area code)
N/A
(Former Address, Address and Fiscal Year, if changed from last report)
Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for
such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.
YES XX NO
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date:
As of October 31, 1996, there were outstanding 523,095 shares of the
issuer's common stock (including shares subject to forfeiture).
<PAGE>
MCA FINANCIAL CORP.
CONSOLIDATED BALANCE SHEETS
ASSETS
October 31,
1996 January 31
Unaudited 1996
---------- __________
Cash $ 1,558,487 $ 2,730,408
Land contracts held for resale 4,519,829 11,484,877
Mortgages held for resale 82,412,467 63,306,372
Accounts receivable 23,252,892 9,722,527
Accounts receivable-related parties 9,669,309 8,256,090
Servicing rights, net 18,232,075 27,293,358
Investments 2,492,816 2,492,816
Syndication participations 51,483 67,903
Real estate held for resale 887,201 392,013
Furniture and equipment, net 5,398,670 4,856,330
Deferred charges and other assets 5,413,511 4.587,947
----------- -----------
$153,888,740 $ 135,190,641
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
Notes payable $ 98,233,691 $ 86,597,703
Subordinated debentures 13,991,000 9,174,000
Subordinated notes payable 15,000,000 -
Accounts payable 12,024,367 25,206,687
Accounts payable-related parties 1,878,373 1,693,311
Accrued interest and other expenses 1,898,053 2,058,080
Deferred federal income tax 300,000 300,000
----------- -----------
143,325,484 125,029,781
----------- -----------
REDEEMABLE COMMON STOCK 285,567 -
----------- -----------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY
Common stock
Authorized 3,750,000 shares
No par, stated value $.01 each.
Issued and outstanding, 448,617
shares at January 31, 1996 and
503,093 shares at October 31,
1996. 5,031 4,486
Preferred stock (Series A)
Authorized 500,000 shares,
$10 stated value. Issued and
outstanding 203,022 shares at
January 31, 1996 and October
31, 1996. 2,030,220 2,030,220
Preferred stock (Series B)
Authorized 500,000 shares,
$10 stated value. Issued and
outstanding 336,619 shares at
January 31, 1996 and October 31,
1996. 3,366,190 3,366,190
Additional paid-in capital 3,690,436 3,457,251
Retained earnings 1,185,812 1,302,713
----------- -----------
10,277,689 10,160,860
----------- -----------
$153,888,740 $135,190,641
=========== ===========
See notes to consolidated financial statements
<PAGE>
MCA FINANCIAL CORP.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
Three Months Three Months Nine Months Nine Months
Ended Ended Ended Ended
October 31, 1996 October 31, 1995 October 31, 1996 October 31, 1995
---------------- ---------------- ---------------- ----------------
<S> <C> <C> <C> <C>
REVENUES
Gain on sale of land contracts 1,037,081 640,118 2,681,397 1,838,960
Gain on sale of real estate 701,032 237,362 1,547,530 1,046,190
Gain on sale of real estate-related
parties 1,090,236 1,145,000 5,076,015 4,141,440
Gain on bulk sales of servicing rights 1,133,761 1,545,221 4,427,078 3,604,943
Mortgage origination fees 7,322,288 4,228,987 16,029,763 10,105,352
Servicing fees 2,174,464 1,544,398 6,053,379 4,636,425
Interest income 1,943,182 1,810,654 5,858,175 4,062,908
Other income 109,431 202,413 277,414 616,709
---------- ---------- ---------- ----------
Total revenues 15,511,475 11,354,153 41,950,751 30,052,927
---------- ---------- ---------- ----------
EXPENSES
Payroll 4,162,242 3,143,394 11,688,086 8,767,860
Interest 3,421,741 2,269,557 8,517,898 5,590,194
Commissions 2,288,106 1,575,930 6,060,057 3,927,060
Professional services 321,092 378,456 1,254,121 1,103,652
Depreciation 161,510 145,669 465,033 393,241
Amortization 1,460,505 887,504 3,765,001 2,055,235
General and administrative 3,460,480 2,428,639 9,851,853 7,280,845
---------- ---------- ----------
Total expenses 15,275,676 10,829,149 41,602,049 29,118,087
---------- ---------- ---------- ----------
INCOME <LOSS> BEFORE
FEDERAL INCOME
TAXES 235,799 525,004 348,702 934,840
Provision (credit) for federal
income taxes 70,000 181,000 100,000 320,000
----------- ---------- ----------- ----------
NET INCOME <LOSS> $ 165,799 $ 344,004 $ 248,702 $ 614,840
=========== ========== =========== ==========
Earning <loss> per share $ .34 $ .77 $ .53 $ 1.40
=========== ========== =========== ==========
Weighted average number of
shares outstanding 490,560 444,292 472,150 439,369
=========== ========== =========== ==========
</TABLE>
See notes to consolidated financial statements
<PAGE>
<TABLE>
<CAPTION>
MCA FINANCIAL CORP.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(Unaudited)
Nine Months Ended October 31, 1996 and 1995
COMMON PREFERRED STOCK PREFERRED STOCK ADDITIONAL RETAINED
STOCK SERIES A SERIES B PAID-IN CAPITAL EARNINGS TOTAL
<S> <C> <C> <C> <C> <C> <C>
Balance, January 31, 1995 $4,049 $2,030,220 $3,366,190 $2,717,030 $1,172,823 $ 9,290,312
Net Income - - - - 614,840 614,840
Issuance of Common Stock 394 - - 731,237 - 731,631
Preferred Stock Dividends - - - - (362,557) (362,557)
------ ---------- --------- --------- --------- ----------
Balance, October 31, 1995 $4,443 $2,030,220 $3,366,190 $3,448,267 $1,425,106 $10,274,226
===== ========= ========= ========= ========= ==========
Balance, January 31, 1996 $4,486 $2,030,220 $3,366,190 $3,457,251 $1,302,713 $10,160,860
Net Income - - - - 248,702 248,702
Issuance of Common Stock 545 - - 233,185 - 233,730
Preferred Stock Dividends - - - - <365,603> <365,603>
----- ---------- --------- --------- --------- ----------
Balance, October 31, 1996 $5,031 $2,030,220 $3,366,190 $3,690,436 $1,185,812 $10,277,689
===== ========== ========= ========= ========= ==========
</TABLE>
See notes to consolidated financial statements
<PAGE>
MCA FINANCIAL CORP.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Nine Months Nine Months
Ended October 31, Ended October 31,
1996 1995
CASH FLOWS FROM OPERATING ---------------- ----------------
ACTIVITIES:
Net income (loss) $ 248,202 $ 614,840
Adjustments to reconcile net
income (loss) to
net cash used in operating
activities:
Depreciation and amortization 4,230,034 2,448,476
Stock award compensation 233,730 28,237
(Increase) decrease in land
contracts held for resale 6,965,048 486,510
(Increase) decrease in mortgages
held for resale <19,106,095> (35,985,761)
(Increase) decrease in accounts
receivable <13,530,365> 5,530,905
Increase in accounts receivable-
related parties <1,413,219> (572,863)
Increase in deferred charges and
other assets <1,364,198> (1,851,878)
Increase (decrease) in accounts
payable <13,182,320> (9,733,730)
Increase (decrease) in accounts
payable-related parties 185,062 365,015
Decrease in accrued expense <160,027> 875,610
Increase in deferred taxes - 50,000
----------- ------------
Net cash provided by (used in)
operating activities (36,894,148) (37,744,639)
---------- -------------
CASH FLOWS FROM INVESTING
ACTIVITIES:
Proceeds from sales of mortgage
servicing rights 27,372,326 -
Investments in purchased
servicing rights <21,251,343> (4,385,374)
Capital expenditures <1,007,373> (1,006,354)
Real estate acquisitions <495,188> (2,573,979)
Decrease in partnership investments - 51,978
Decrease in investments in
syndications 16,420 6,827
---------- -----------
Net cash provided by (used in)
investing activities 4,634,842 (7,906,902)
---------- -----------
CASH FLOWS FROM FINANCING
ACTIVITIES:
Proceeds from notes payable 628,384,933 380,644,543
Payments on notes payable <616,748,945> (339,334,571)
Proceeds from subordinated
notes payable 15,000,000 -
Proceeds from subordinated
debentures 4,817,000 3 ,810,000
Proceeds from issuance of
common stock - 703,394
Dividends on preferred stock (365,603) (362,557)
----------- -----------
Net cash provided by (used
in) financing activities 31,087,385 45,460,809
----------- -----------
Net increase (decrease) in cash <1,171,921> (190,732)
Cash at beginning of period 2,730,408 2,931,234
----------- -----------
Cash at end of period $ 1,558,487 $ 2,740,502
=========== ===========
See notes to consolidated financial statements
<PAGE>
MCA FINANCIAL CORP.
Notes to Consolidated Financial Statements
NOTE 1 - BASIS OF PRESENTATION
The consolidated balance sheet as of October 31, 1996 and the related
consolidated statements of operations, changes in components of
stockholders' equity and cash flows for the three and nine months ended
October 31, 1996 and 1995 are unaudited. In the opinion of management, all
adjustments necessary for a fair presentation of such financial statements
have been included. Such adjustments consisted only of normal recurring
items. Interim results are not necessarily indicative of results for a full
year.
The financial statements as of October 31, 1996 and for the three and nine
months then ended should be read in conjunction with the financial
statements and notes thereto included in the Company's Annual Report on Form
10-K for the year ended January 31, 1996.
The accounting policies followed by the Company with respect to the
unaudited interim financial statements are consistent with those stated in
the 1996 MCA Financial Corp. Annual Report on Form 10-K.
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Financial Condition
The primary financing needs for the Company's mortgage banking activities
are for loan funding activities and the accumulation of mortgage servicing
rights.
Loan funding activities are primarily financed through the use of mortgage
warehouse lines of credit with commercial banks. The Company also provides
funding for loans by using a technique known as "table funding", which is
common in the mortgage banking industry. In this case, funds are advanced
directly to the title company for closing from a third party source of
funds, typically another mortgage bank or a financial institution. This
technique avoids the use of the Company's warehouse lines of credit, but
proves less profitable as a result of fees charged by the third party
provider of funds. For the past nine months, the Company financed
approximately 95% of its mortgage originations using its warehouse lines of
credit and approximately 5% with table funding sources.
On September 3, 1996 the Company closed a $100 million credit facility with
Texas Commerce Bank, N.A. This facility will provide a warehousing line of
credit for the Company's conforming, non-conforming and land contract
lending. Interest payable on these borrowings varies based on the type of
loan warehoused. This line of credit is scheduled to expire September 3,
1997. The Company also has a $10 million warehousing line of credit with
Paine Webber Real Estate Securities, Inc. ("Paine Webber"). Interest on
these borrowings are based on LIBOR plus 1.5%. This facility is scheduled
to expire on November 1, 1997. At October 31, 1996 a total of $68.1 million
was outstanding under both of these facilities.
On July 18, 1996 the Company executed a subordinated term loan for $15
million with the Board of Trustees of the Policemen and Firemen Retirement
System of the City of Detroit (the "Fund"). Under this agreement, up to $5
million is available for qualifying working capital expenditures related to
non-conforming lending. The balance of the loan is to be collateralized
with qualifying non-conforming loans. In connection with the agreement the
Company issued 30,009 shares of redeemable common stock to the Fund, which
the Fund has the option to cause the Company to repurchase on shares of
redeemable common stock to the Fund, which the Fund has the option to cause
the Company to repurchase on August 1, 2006. Interest only, calculated at a
rate of 10% on the outstanding principal balance, is payable on a quarterly
basis beginning October 1, 1996. Principal payments commence July 1, 2001
and are payable on a quarterly basis thereafter until the agreement expires
on June 30, 2006. At October 31, 1996 $15.0 million was outstanding under
the facility.
The Company also utilizes mortgage loan repurchase agreements with Paine
Webber pursuant to which Paine Webber purchases mortgage loans until such
time as the loans are pooled for resale to an end investor at which time the
Company repurchases such loans. Such agreements provide for interest
payments based on the federal funds rate. These agreements can be
terminated on demand.
The Company retains servicing rights on a portion of its loan originations
in order to provide a steady stream of servicing revenues and cash flow in
future years and as a hedge against inflation and rising interest rates. To
help facilitate this strategy, the Company utilizes three funding sources:
proceeds from a $4.9 million offering of debentures (the "1992 Debentures")
that was completed in July 1993, a bank credit facility, which was first
made available to the Company in April 1993 and proceeds from a $10 million
best-efforts offering of debentures (the "1994 Debentures") which commenced
in December 1994 and is continuing. As of October 31, 1996 the Company has
sold $9.1 million of these 1994 Debentures. The 1992 Debentures mature on
March 15, 1997 and the Company expects to sell a portion of the related
collateral and use proceeds from the 1996 Debentures (defined below) to meet
this obligation. Each of the 1992 Debentures and the 1994 Debentures, as
<PAGE>
well as the credit facility, are collateralized by certain of the Company's
servicing rights and rights to servicing income. The credit facility, which
is currently at $28.5 million, is with Comerica Bank and is enhanced by a
stand-by Note Purchase Agreement between Comerica Bank and the Fund whereby
the Fund has agreed to provide payment to Comerica Bank upon the occurrence
of certain events of default by the Company. This enhancement permits the
Company to obtain a more favorable interest rate and collateralization terms
from the lending bank. In consideration for the credit enhancement
provided, the Company agreed to pay certain fees to the Fund and provide it
with an option to purchase up to 5% of the Company's outstanding common
stock, at 70% of the public offering price per share, if the Company
completes a firm commitment underwritten sale of its common stock prior to
April 30, 2000. At October 31, 1996, $26.9 million was outstanding under
the Comerica Bank credit facility.
As in mortgage banking, the Company also has a need to finance loan funding
activities with respect to its land contract syndications until such time as
the loans are packaged and sold to investors. The principal sources of this
financing are two limited partnerships which have been established in order
to provide up to $4 million for this purpose. These partnerships will
terminate in December 1997. The Company is considering several alternatives
to extend or replace these financing sources at the time of their respective
terminations. There is no assurance that the Company will be successful in
extending or replacing these financing sources, however.
The Company also has $2 million available under a $2.5 million credit
facility with a commercial bank which is similar in structure to a mortgage
warehouse line of credit. This portion of the credit facility is used
exclusively for the warehousing of land contracts. The additional $0.5
million is available for working capital. At October 31, 1996, $.5 million
was outstanding under this facility.
The Company has $3 million available under two credit facilities with
commercial banks for the acquisition and rehabilitation of residential real
property prior to resale. At October 31, 1996, $1.4 million was outstanding
under these facilities.
On May 31, 1996 the Company filed a Registration statement with the
Securities and Exchange Commission (the "Commission") in order to register
$6,000,000 in aggregate principal amount of subordinated debentures (the
"1996 Debentures"). Interest is payable quarterly at 11%. This offering is
a best efforts offering and was declared effective by the Commission on June
12, 1996. At October 31, 1996 none of these debentures were outstanding.
During the first nine months of fiscal 1997, the Company's operating
activities used $36.9 million. Of this, $19.1 million related to the
funding of mortgages held for resale and $13.5 million was the result of an
increase in accounts receivable. Reductions in accounts payable used $13.2
million, while sales of land contracts provided $7.0 million. The Company's
net investing activities provided $4.6 million for the nine months ended
October 31, 1996. Sales of mortgage servicing rights exceeded investments
by $6.1 million. Financing activities provided $31.1 million during the
first nine months of fiscal 1997. The Company used loan proceeds of $628.4
million to fund mortgage loans and land contracts and used $616.7 million to
paydown notes payable on mortgage loans and land contracts sold to end
investors. Proceeds from the subordinated notes payable provided $15.0
million. Sales in connection with the Company's debenture offering that
commenced in December 1994 provided $4.8 million.
Results of Operations
Overview
The Company earned $248,702 for the nine months ended October 31, 1996 as
compared to net income of $614,840 for the nine months ended October 31,
1995. While origination volumes and revenues increased significantly in the
first three quarters of fiscal 1997 as compared to fiscal 1996, the
increase occurred mainly in conforming, conventional products which have
smaller margins than non-conforming products. Increased payroll and general
<PAGE>
and administrative expenses were partially offset by increased sales of real
estate, land contracts and bulk servicing rights.
The Company is continuing to focus on growth in the more profitable non-
conforming mortgage area. The Company has opened five regional lending
centers specializing in these types of mortgages that will service our
existing branch network as they shift more of their production into non-
conforming lending.
Revenues
Overall revenues for the nine months ended October 31, 1996 increased 40% to
$41,950,751 as compared to $30,052,927 for the nine months ended October 31,
1995. Gains on sales of land contracts increased 46% from $1,838,960 for
the nine months ended October 31, 1995 to $2,681,397 for the nine months
ended October 31, 1996. The Company believes this resulted from additional
origination staff and changes in pricing offered to external land contract
brokers. Gains on sales of real estate increased to $6,623,545 from
$5,187,630 for the nine months ending October 31, 1996 and 1995
respectively. Additional use of credit facilities and a general increase in
market activity enabled the Company to sell 618 homes during the nine months
ended October 31, 1996 as compared to 500 homes in the same period last
year. The Company sold servicing rights to $1.7 billion in mortgages in the
first three quarters of fiscal 1997 as compared to $1.1 billion in the first
three quarters of fiscal 1996. Gains related to these bulk sales,
correspondingly, increased to $4,427,078 for the nine months ended October
31, 1996 as compared to $3,604,943 for the nine months ended October 31,
1995. Origination volumes increased 43% from $426 million during the first
three quarters of fiscal 1996 to $610 million during the first three
quarters of fiscal 1997 and origination fees and gains on sale of mortgages
correspondingly increased 59% from $10,105,352 in the first three quarters
of fiscal 1996 to $16,029,763 in the first three quarters of fiscal 1997.
Increased volumes primarily resulted from a greater volume of refinance
activity during the first quarter of fiscal 1997. Servicing fees increased
$1,416,954, or 31%, from $4,636,425 for the nine months ended October 31,
1995 to $6,053,379 for the nine months ended October 31, 1996. This
corresponds to the 33% increase in the average size of the Company's
servicing portfolio from $1.6 billion to $2.2 billion during the nine months
ended October 31, 1995 and 1996, respectively. Increases in interest income
from $4,062,908 to $5,858,175 for the nine months ended October 31, 1995 and
1996, respectively, followed the increase in mortgage origination volumes,
and reflected a greater percentage of higher interest rate non-conforming
loans that were outstanding on the Company's warehouse lines during the
period.
Expenses
Payroll and commissions increased $5,053,223, or 40%, to $17,748,143 from
$12,694,920 for the nine months ended October 31, 1996 and 1995,
respectively, which was consistent with overall revenue increases. As a
percentage of revenue, payroll and commissions remained consistent at 42%
for these periods. Interest expense for the nine months ending October 31,
1996 was $8,517,898 as compared to $5,590,194 for the nine months ending
October 31, 1995. This 52% increase is consistent with increases in
mortgage originations, and reflects increased interest expense resulting
from the issuance of additional 1994 Debentures during the nine months ended
October 31, 1996. Amortization expense increased $1,709,766 to $3,765,001
from $2,055,235 for the nine months ended October 31, 1996 and 1995,
respectively. This is the result of the increased size of the Company's
servicing portfolio and write-offs of certain deferred charges. Runoff
rates of the Company's servicing portfolio remained constant. General and
administrative expenses were $9,851,853 for the nine months ended October
31, 1996 as compared to $7,280,845 for the nine months ended October 31,
1995. The 35% increase was consistent with the increased production volumes
and revenues during the first three quarters of fiscal 1997. As a
percentage of revenue, general and administrative expenses decreased from
24% in the first three quarters of fiscal 1996 to 23% during the same period
of fiscal 1997. As of October 31, 1996 the Company had mortgage origination
employees in 30 locations as compared to 36 locations at October 31, 1995.
As the Company's fiscal 1997 business plan progresses, management will
<PAGE>
continually evaluate non-performing offices for possible closure while also
opening locations in attractive markets.
Part II. Other Information
Item 2. Changes in Securities
(c) Recent Sales of Unregistered Securities:
During the quarter ended October 31, 1996, the Registrant issued
22,945 shares of common stock to certain of its employees who received such
shares in recognition of their service to the Registrant, with certain
shares to be earned on a prospective basis contingent upon continued
employment. These transactions were not registered under the Securities Act
of 1933.
The issuance of shares described above is claimed to be exempt from
the registration requirements of the Securities Act by reason of the
provisions of Section 4(2) of such Act.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
The following exhibits are filed with this report:
27 Financial Data Schedule
(b) Reports on Form 8-K.
The Company was not required to file any current reports on
Form 8-K during the quarter ended October 31, 1996.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
MCA FINANCIAL CORP.
Date: December 13, 1996 By: /S/ Patrick D. Quinlan
----------------------
Patrick D. Quinlan
Chairman and President
(Principal Executive Officer)
Date: December 13, 1996 By: /S/ Keith D. Pietila
----------------------
Keith D. Pietila
Vice President
(Principal Financial and
Accounting Officer)
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND> THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
THE CONSOLIDATED STATEMENTS OF OPERATIONS AND CONSOLIDATED BALANCE SHEETS
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
<MULTIPLIER> 1,000
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> JAN-31-1997
<PERIOD-START> FEB-01-1996
<PERIOD-END> OCT-31-1996
<CASH> 1,558
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 7,186
<DEPRECIATION> 1,787
<TOTAL-ASSETS> 153,889
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
5,396
<COMMON> 5
<OTHER-SE> 4,876
<TOTAL-LIABILITY-AND-EQUITY> 153,889
<SALES> 0
<TOTAL-REVENUES> 41,951
<CGS> 0
<TOTAL-COSTS> 41,602
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 8,517,898
<INCOME-PRETAX> 349
<INCOME-TAX> 100
<INCOME-CONTINUING> 249
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 249
<EPS-PRIMARY> .53
<EPS-DILUTED> .53
</TABLE>
